Poverty is known to be associated with stress and increased risk for poor child outcomes in the transition to school. In the context of poverty, family factors (e.g., disrupted parent-child relationships, marital discord, abusive and rejecting parenting) play important roles as both risk and protective factors given the stressful life conditions associated with poverty. At present most research on the role of family factors has conducted in urban areas and there is a paucity of knowledge regarding the family factors associated with chjld outcomes in rural areas. Further, poverty is likely to disrupt family processes that are critical for establishing early childhood competencies associated both with cognitive and social-emotional development and success in school. To address the limitations of prior work, this competing continuation of Project III will test a developmental systems model of family process links to child social, emotional, and academic competencies in a population-based sample of 1,292 children and families in predominantly low-income and rural communities in North Carolina and Pennsylvania. Measures of observed parent-child, whole family, and reported marital aggression and violence collected in the first phase of the project at child ages 6, 15, 24, and 36 months and continued in the second phase at 60 months and first grade will be related to developmental trajectories of social, emotional, and academic competence measured from 36 months through 2nd grade. Various hypothesized pathways through parental distress and support processes will be tested. A unique feature of the program project will be the ability to test models for African-American as well as Euro-American families at various levels of income, with varying family structures, and embedded in different neighborhood contexts in order to understand the extent to which different family processes may operate differently among cultural subgroups, and in different family structures and neighborhood contexts. We will also examine how well-managed supportive classrooms can alter children's academic and social competence for children from high risk families, as well as'the extent to which supportive families may buffer the influence of poorly managed, unsupportive classrooms. We also pose questions regarding the extent to which early temperament and self-regulation qualities in the child may put some children at greater risk for poor social, cognitive and academic outcomes in poorly managed homes and classrooms. By combining our assessments of family processes with measurements from Project I (child characteristics) and Project II (child language and classroom contexts), we can address unique and critical questions about children's development in rural poor areas.